Collection of Memories: Forest Princess
by DeadlySpider888
Summary: old sumary inside. After hearing of demonic attacks Twilight and her friends go to Canterlot. Not long after Fluttershy is kidnapped by a mysterious alicorn and taken somewhere in the Everfree Forest where she begins to discover secrets kept from Celestia for over a thousand years. meanwhile, dark forces are stirring and the Princess tries to help find Fluttershy with a magic book.
1. Chapter 1

**I own nothing except my ideas and oc's. Constructive criticism welcomed, this is my first fanfic… yay…**

**Summary: Word of demonic creatures attacking farms and villages have spread across Equestria, and the mane six go to Canterlot. Not long after arriving Fluttershy is kidnapped by a mysterious Alicorn and taken deep into the Everfree forest. In a castle made of trees, she gets to meet strange new friends and discovers secrets kept from Princess Celestia for over a thousand years.**

Elements of Harmony and War #1 the Forest Princess

Prologue

As the sun set slowly on the horizon, the silhouettes of nine ponies stood strongly against the reddening sky on top of a steep hill. In the middle was a unicorn mare, her haunting, aqua eyes glowing from her silhouette with cat like pupils. To her right, was another unicorn mare and to her left a Pegasus stallion, small enough to be a foal. Beside him was a zebra stallion with a horn, and next to him a Pegasus mare. Next to her was an earth pony mare. To the right of the second unicorn mare was an adult Pegasus stallion, and next to him another earth pony mare. Beside the earth pony mare was a unicorn stallion.

They stood in silence as the last rays of the sun went down; the wind gently blew their manes and tails. Then, as though one, they began to move forward, they began in walk that became a trot. As they began to break into a run, they began to transform, starting with the second unicorn mare. Her eyes flashed blood red and she grew to twice her height, her mane and tail flared up like black and dark red flames, black wings of energy grew from her shoulder blades and thick, demonic, horns grew from the side of her head, jutting forward. Her unicorn horn became longer and sharper and smoke blew from her nostrils.

The earth pony mare on the left fallowed suit as she stood on her hind legs that grew longer. Her body stretched longer and her fore legs became arms, her fore-hooves lengthened and thinned out into blade-like appendages. Her eyes were like two fire pits had replaced her eyes in their sockets and her tail became thin and lizard like with small spikes on it. A light veil of smoke billowed from her slightly ajar mouth, and a fire red light could be seen from behind her sharp looking teeth.

The horned zebra and the older Pegasus colt transformed nearly at the same time.

The zebra's mane became spikes and he grew nearly as tall as Celestia. His eyes burned a blazing gold, and his whip like tail lashed behind him. His horn became longer and sharper and fangs like a saber-toothed tiger poked from his upper jaw. He leaped over a large boulder with a lion-like roar. The Pegasus became taller as he took to the air and his wings became larger, his eyes now flaring eerie, neon green. His chest caved inwards and it looked as though a tunnel had opened up inside of him, and a ball of electricity formed in the opening, sparks and bolts flickering around the walls of the opening. Electricity sparked around his hooves and through his mane and tail.

The Pegasus mare took flight as the colt did, her mane and tail flared up in bright orange and yellow flames. Most of the flesh on her body burned away as she was consumed by flames, leaving her ribcage and skull revealed as they were charred.

The younger Pegasus colt took to the air as well, eyes flashing bright blue. Ram's horns curled themselves by his ears and his wings became membranous instead of feathery. The unicorn colt grew in height as well, his horn becoming longer, sharper and slightly curved, eyes burning gold. The last one the other earth pony, had red eyes, and as she ran her hooves left behind marks as though they were wet with something, though it was hard to see in the darkness.

They ran and they flew, tearing down the steep hillside, where just beyond a quiet town called Apploosa lay. They ran through the apple orchard and the blazing Pegasus mare was not far above, lighting trees on fire as she past, as did the electrical colt. Shouts in the distance could be heard as nearby residents noticed the fire and smoke, fallowed by screams as the demons tore out from the cover of the trees.

The bipedal demon leaped out from the darkness of a tall, unlit tree, landing hard on the back of a mare with a green mane and tail. She screamed as the sudden weight knocked her to the ground, another scream coming from nearby as a tiger striped demon with a mane of spikes came into the light of a blazing orchard. The bipedal demon leaped off of the mare as she collided with the ground, and the colt that had screamed narrowly avoided being run over by the striped former zebra as many more screams began to fill the air. The flaming mare rocketed into the nearest house of the town, plowing through it and lighting it aflame. Screams erupted from the house as three foals came face to face with the fiery being. The two younger ones, a filly and a colt, hid behind their older brother with a hoe cutie mark. The father charged in with a pitchfork, immediately jabbing it at the fire mare, but she dodged and took it in her mouth, crushing it with her powerful jaws. The father's mouth dropped open and he dropped his pitchfork, backing into the wall as he expected his end to come. Instead the mare turned back towards the foals and took to the air, zooming through the wall as the eldest sibling pushed the younger out of the way in the nick of time.

Down below, the smallest winged demon had a four, well built colts cowering in a corner as the young demon looked each of them over in a defensive position with his head and ears down threateningly. Not far from them the former unicorn colt busted down the door of a two story house with ease and many horrified screams erupted from within. All around the town was more and more screaming as the monsters broke down doors and walls and windows, tearing through the homes of the innocent civilians.

Much of the town was in flame and chaos, ponies running in panic and some trying to defend themselves from the one with tiger stripes or the electrical, grey-back Pegasus. Nopony seemed to notice that one in particular stood out from the other demons.

She walked calmly through town, her coat glowing in a bright white, her flowing, almost fire like mane and tail were the slightest eerie blue glow and she had huge white wings of energy. Her horn longer and sharper, she was nearly was tall as Celestia, and taller than Luna. Her haunting aqua eyes carefully scanned through the town as she watched the chaos, as though she were searching for something.

Suddenly she reared up and whinnied. The other demons immediately stopped what they were doing and ran towards the white one. As her hooves touched the ground once more she broke out into a run, the other eight fallowing. It didn't take them long to run out of ruins of what had been Apploosa.

One resident pony stood and watched as they disappeared in the darkness beyond the flames, save for three glowing dots. One white, one green, one orange, two of which were in the air.

"Braeburn!" the Sheriff called as he watched the lights disappear. "Braeburn, get your plot over here!"

The green eyed colt bounded over, a bucket of water in his jaws. He set it down to speak.

"y-yes mister sheriff?" he stammered.

"Send a letter to the princess." He ordered, "Tell her everything that's happened here."

**Read and review, tell me what you think. Is it good? Bad? Any grammar errors? Is it at all scary or intense? **


	2. Chapter 2

**Yay! Chapter one is here. **** I hope you readers enjoy it. Also, I know a lot of my fellow bronies/pegasisters out there don't like alicorn Twilight, but she's in my fic so give'er a chance, k? also, there's Flash Sentry from the Equestria Girls Movie.**

**Chapter One: Kidnapping**

It was a beautiful sunny day in Ponyville, as Rainbow Dash had just finished clearing the clouds. Far below the speeding rainbow maned mare was a house that was also a tree. Inside said tree a lavender alicorn was gathering multiple items using the magic of her horn. Nearby a purple and green baby dragon was carrying a stack of five books to the purple princess.

"Remind me again why we're going to Canterlot?" asked Spike as she took the books in her magical purple aura.

"Because Spike, strange creatures are attacking villages and farms." She replied, "I just know the Princess will ask us to come to Canterlot to take immediate action"

"Are you sure?" he said, "I mean, I know you're a princess too now and all, but-"

He was cut off as he suddenly coughed up a burst of bright green flames that immediately died down into a scroll with Princess Celestia's seal.

"See Spike?" Twilight said, "I knew I should trust my instincts."

Spike rolled his eyes and unrolled the parchment.

"Dear Princess Twilight Sparkle," he read aloud, "it has come to my attention that strange and monstrous creatures have been attacking farms and villages. I must request that you and your friends come to Canterlot immediately so that we may discuss how to deal with the matters at hand. Also, be armed with the Elements of Harmony.

–Princess Celestia."

Twilight's horn glowed as she opened the glass case containing the Element of Harmony and took the six necklaces out, placing her crown on her head. She turned to spike and opened her mouth to speak.

"Alright Spike now that we have everything, we'll just double check the list and go get the others." She said. Just then there was a knock at the door. "Come in!" Twilight called.

The door swung open to reveal Pinkie, Applejack, Rainbow Dash, Fluttershy, and Rarity already with saddlebags packed and ready to go. Rarity, of course, had a large wagon with many more bags and suitcases stacked high in a pile with ropes barely holding it all together. Applejack was pulling the wagon for Rarity. Rainbow Dash flew in and Rarity came in next, sporting a fancy new light blue hat with a feather in it. Pinkie came bouncing in next with Applejack behind, pulling Rarity's wagon and Fluttershy came in last.

"Hey there Sugarcube," said Applejack, "we heard about them rumors and figured that you'd be want'n' t' go to Canterlot."

"I've already gotten our train tickets darling." Said Rarity.

"My goodness," said Twilight in shock, "I didn't know you'd be coming so soon. At least not until I came to get you."

"But of course darling," said Rarity, "when we caught wind of the rumors we just knew we would be needed, as Applejack has said."

"Well I'm glad you're all here," said Twilight with a smile. "Let me just double check my item list and we can be on our way."

"Finally," commented Dash.

Twilight and Spike went over their list, and having everything they would need, they were ready to go. They exited the Ponyville library with Rainbow Dash in the lead who flew out. Twilight was next in line fallowed by Rarity, Pinkie Pie, Applejack and Fluttershy. Spike, of course, rode on Twilight's back. The six ponies trotted to the train station with ten minutes till their own train came. On board, Applejack told them of the attack in Apploosa.

"Braeburn sent me a letter the other day tellin' me all about the attack." The orange mare said, "said there was a whole nine of'em."

"Only nine?" Twilight said, "But how can only nine creatures destroy an entire town in one night?"

"And in a mere hour no less," commented Rarity.

"Oh they weren't no ordinary forest critters," Applejack said, "them were some genuine _monsters_."

The girls and dragon gasped.

"Did he say what they looked like?" asked Pinkie.

"He sure as hey did. They were tall as Celestia herself, with horns n' fangs n' fiery blood red eyes!"

They gasped again.

"Oh my…" said Fluttershy, "it sounds so scary…"

"Oh it was! He said they tore down the doors like they weren't even there, goin house t' house n settin' ever' thin' on fire! Even the orchard they worked so hard on is burnt to mere ashes on the ground."

"That's horrible!" exclaimed Twilight, Rarity preformed a mock faint as she brought her forehoof to her forehead and Fluttershy lowered herself as though trying to hide beneath the table of their booth. There was a heartbeat of silence and Rainbow Dash spoke up, raising herself to hover in the air.

"If I was there I woulda kicked every last one of their flanks to the moon!" she said, making boxing movements with her fore hooves.

"Yeah," said Pinkie, "somepony aught to put those big bullies in a time out!"

"Did anypony get hurt?" asked Spike.

"Not that I know of," said Applejack. "But Braeburn mentioned that one ol' farmer nearly got his hooves bit off when he was tryin' to save his three foals. Says the thing bit his pitchfork right in half n' set th' whole roof on fire n' even put to big holes in his foals room."

"My word," said Rarity, having recovered from fainting, "these beasts are simply horrid!"

"You said it sister." Said the orange mare.

"They simply _must_ be _stopped_!" Rarity said.

"I have to agree with you Rarity," said Twilight, "which is why Princess Celestia has requested that we come with our elements immediately. These monsters simply _must _be stopped."

"The princess sent a letter?" asked Rarity.

"She did," the lavender alicorn said, "right before you came over actually."

"My goodness, this situation is dire indeed," commented Rarity.

"Well it's a good thing she came to us first!" said Dash, now sitting back down, next to Fluttershy. "We'll find those ugly things and make'em wish they never set hoof in Equestria!"

At this point, they had finally arrived at the Canterlot train station. They six mares and dragon got their luggage and exited the train. Applejack again pulling Rarity's wagon of stuff, probably most of which she didn't really need. They each continued on for a bit before a familiar voice caught their attention.

"Twily!" looking ahead of them they could see Shining Armor, a white stallion unicorn with a blue and light blue mane and tail trotting towards them.

"Shining Armor!" Twilight exclaimed, running to her elder brother. The others weren't far behind.

"Twily," Said Shining when they were close enough, "hey, how have you been?"

"I've been great!" she said, "How have you been?"

"Oh you know," he said, "busy with royal guard duties. Cadence and I have been reinforcing the security around the empire. We don't want to risk those monsters that have been attacking getting in. we're here in Canterlot to discuss the matter with Princesses Celestia and Luna. I take it you're here to do the same?"

Twilight nodded.

"That's right. The Princess sent me a letter to come to Canterlot with the other Elements."

"The Elements huh," said her brother, "must be a more serious problem than I'd originally thought."

The two siblings continued to talk on the way to Canterlot Castle with the others fallowing, Rainbow Dash was of course in the air. When they got to the gates of the castle they found Princess Cadence waiting for them, along with a yellow Pegasus guard with a blue mane and tail.

"Cadence!" Twilight called, "it's so good to see you again."

"And it's good to see you too Twilight." Said Cadence, the two mares hugged, and Twilight noticed the guard. The two princesses released the hug and Twilight acknowledged the guard.

"Hello Flash." Said the purple mare.

"Princess Twilight," he bowed respectfully, "I'm surprised you remember me. I don't think we were ever properly introduced."

Twilight blushed slightly.

"O-oh, well…" she started, trying to think of something to say. Her brother chipped in to save her.

"Why don't we all catch up later?" the white stallion said, "right now we have to…)

His voice trailed off as a strange shadow fell upon them, getting his attention as he looked up. The others did the same, and what they saw couldn't have surprised them more. Applejack, Rainbow Dash, Rarity, Pinkie, Twilight, Shining Armor, Cadence, and Flash Sentry all jumped out of the way as a deep red alicorn suddenly dropped down from the sky, it's mane and tail were red and orange and it was covered in bronze armor.

The alicorn's landing had a force in it, as it sent a shock wave that knocked down Rarity's luggage wagon as it snapped off of the part that kept it attached to Applejack and pushed the ponies back. As Rarity's luggage was strewn about the court yard, an orange aura enveloped Fluttershy, whom had been cowering in front of the red alicorn. As soon as she as in the aura, the alicorn who's horn glowed with the orange light, flapped her mighty wings once and took to the sky, taking the yellow Pegasus with her. Fluttershy screamed helplessly.

"Fluttershy!" her friends shouted in panic. Rainbow Dash leaped into the air, already catching up as Flash Sentry fallowed.

Rainbow Dash tore through the air after the strange alicorn, leaving a streak of rainbow in her midst. Flash Sentry was left in Rainbow's dust, making his jaw drop in surprise.

The red alicorn looked back to see Rainbow Dash speeding towards it. To the surprise of the blue Pegasus's, the red alicorn sped up. In turn Dash sped up as well. There was no way she was going to let that bastard get away with Fluttershy in tow. From below it looked like a rainbow streak chasing another of blood red. Rainbow Dash caught up enough to be in hearing range and shouted.

"Hey you! Give me back my friend you creep!"

The alicorn ignored the Pegasus and sped up, beginning to reach supersonic speeds. Rainbow Dash sped up as well and bowl like shape was beginning to form around her as she began going to supersonic speeds. She was almost able to touch the alicorn's tail when its horn glowed brighter for a fleeting moment and it's red and orange mane and tail turned rainbow.

Rainbow Dash's eyebrow went up in surprise at the sudden change and before she could do anything the alicorn put on yet another burst of speed and suddenly-

_**BOOM!**_

__There was a deafening blast of sound and colors burst from behind the now rainbow maned alicorn, sending a shock wave of color through the air, the force of color and sound hitting Rainbow Dash dead on in a powerful Sonic Rainboom. The cyan Pegasus had no time to react as she was blasted away with what she had thought was a move only she could perform.

**Aaand there's chapter one. Yaay... Read and review please. Also, if there's anyway you think I could improve my writing, tips are welcome. Tell me if anyone is out of character at all or if it felt rushed. I tried hard not to rush this chapter.**


	3. Chapter 3

**I rewrote chapter two because I thought of a better way for things to go and I added a couple other oc's. The first time I did this chapter I hadn't really put to much thought in it, but this time I've had a sudden inspiration so it should be better. I don't own My Little Pony: Friendship is magic.**

Chapter 2

Fluttershy became aware of birds chirping and the light scuffling of paws as squirrels and chipmunks scurried around. The smell of forest animals and warm leaves entered her nostrils and she felt safe and warm in the soft blanket around her… hadn't she been kidnapped earlier? Or was it merely a bad dream? It made sense; nopony could out fly Rainbow Dash… Fluttershy slowly opened her eyes as she stirred, letting out a soft moan as she prepared to get up to feed her animals. The world around her was a blur and as her eyesight slowly came into focus. Before her was a white and green blur, a blur that resembled somepony.

Fluttershy yelped in surprise at the intruder and she jumped up on the bed, leaping away and pressing her back against the wall.

"Don't be frightened miss," somepony said, but as her eyesight came into focus she could see he was not a pony, but a young deer, a buck. He had to light brown stubs on his head instead of the great antlers of a full grown male. He was white with leaf green eyes and a green tinge on his back and part of his neck. "I mean you no harm."

"Wh-who are you?" Fluttershy said, her eyes darted around the room and she realized she wasn't in her home. Sunlight poured in from a window of intertwined branches that were woven into a tear shape, with a few leaves sticking out towards the sun. "W-wh-where a-am I?"

"My name is Prince Newleaf; you are in the castle of Everfree forest, in a village called Forest Heart." He said, his voice was gentle and his eyes were kind, enough so that it eased Fluttershy's heart slightly. "May I ask what your name is, miss?"

"M-my name is Fluttershy…" she mumbled incoherently.

"What was that?" he said, perking his ears to hear her better, "Did you say Fluttershy?"

The shy mare nodded, her face half hidden by her mane.

"A lovely name for a lovely mare," he commented, "Fluttershy, would you please accompany me to the throne room? My father and several of the royal family await us."

The prince backed up politely to giver her room as Fluttershy reluctantly got off the bed and fallowed him to the doorway which was covered by vines. Prince Newleaf held the vines to the side to allow Fluttershy to pass.

"Lady's first." He said politely.

"Th-thank you…" said Fluttershy, keeping her head low as she passed him hesitantly.

Somewhere near Ponyville in the Everfree Forest was a cottage. Inside was a zebra by the name of Zecora. The zebra was looking at her shelves, looking for something specific. She examined her top shelves and then looked below, moving a vase to see if there was anything behind it. Zecora frowned as she realized it wasn't there. She walked over towards the door and grabbed her saddlebag in her jaws, tossing it onto her back and strapping it on.

She trotted out the door and closed it with a hind hoof, trotting towards a familiar pathway she new well, going deeper into the forest. Birds sang in the branches overhead and squirrels chattered and scurried around the trunks of trees. Zecora stepped over a gopher snake in her way as it slithered into the undergrowth. Zecora took a deep breath, breathing in the warm summer air. A sound up ahead caught her attention and she paused to listen, perking her ears forward. The rustling got louder and it was clear it wasn't any kind of rodent. No, this was much bigger than a rodent. As the sound grew nearer and the sound of twigs and branches snapping could be heard, a sense of urgency entered the Zebra's mind. The racket the creature was making was enough to give it the possibility of being huge. Could it be a bear? A manticore? She had heard of manticores in the forest, be had never seen one.

Zecora lifted a forehoof; preparing to turn and flee back to her cottage should it be anything dangerous. The rustling and twig snapping became louder still, fallowed by grunting. Suddenly the creature burst from the undergrowth, rainbow tail first.

"Rainbow Dash?" said Zecora, relief and surprise in her voice.

"Zecora?" said Dash, turning around to face the zebra as she finally escaped the plants, with bits of sticks and leaves sticking out from her mane. "What are you doing here?"

Rainbow used a fore hoof to brush dust off of herself and did the same with her other hoof. Her right wing was sticking out at an odd angle while her left wing was folded on her side neatly.

"Well Dash, I was looking for plants for my herb stash." Zecora replied, "however, it is your reason for being here I fear."

"Oh you won't believe what happened!" Rainbow Dash exclaimed, she opened her wings in her excitement but recoiled and winced when pain shot through from her obviously broken wing. Noticing this Zecora reached into her saddlebag and pulled out a first aid kit.

"You can tell me while I mend your wing, and to my cabin we'll go, to make a proper sling." Said the zebra as she opened the kit and took out a roll of bandages. "Fluttershy was kidnapped!" Rainbow said wincing slightly as Zecora began to bandage her wing. Zecora paused for a moment, a look of surprise coming to her face for a second before she continued with Dash's wing.

"By whom?" asked Zecora through the wrapping, "the alicorn you spoke of, I presume?"

"Yeah, this red and armored alicorn just suddenly dropped from the sky and took of with Fluttershy," Dash continued, "I tried to go after them to save her, and I almost did, but then, you know what that alicorn did?"

"Hmm?"

"She made her mane and tail rainbow and then BOOM!" Dash shouted, sending some startled birds into flight, "she did a Sonic Rainboom – _a sonic Rainboom!"_

The rainbow maned mare was growing increasingly frustrated as she stomped a hoof on the ground.

"How could she have done that? Aren't I supposed to be the only pony alive to be able to do the Sonic Rainboom?"

"it appears as though this alicorn is quite strong," Zecora said, having finished with her wing, " and to underestimate you did wrong."

Rainbow Dash frowned as she looked at Zecora.

"You must also remember that the legend of the Sonic Rainboom had to have started somewhere."

Dashes brows furrowed as she realized that the Zebra was right. She lowered her head slightly in thought.

"Yeah, I guess your right..." Dash said. Suddenly her face twisted into a scowl. "When I find that stupid alicorn, I'm going to give her a piece of my mind! I'll make sure she thinks twice before ever kidnapping one of my friends again!"

"Before you do so, to my cabin we must go," said Zecora.

"but-" Dash began to protest.

"We must mend your wing properly, do you not agree?"

At this, the cyan Pegasus sighed in defeat. She spoke hesitantly.

"Yeah, I guess you're right."

The Pegasus and zebra started towards Zecora's home.

Meanwhile in Canterlot the Pegasus guard Flash Sentry had returned, panting heavily. He landed between Twilight and Shining Armor, bent over slightly to catch his breath.

"Well?" said Shining when Flash could breath again, "where are they?"

"Are Fluttershy and Rainbow Dash okay?" asked Twilight, her eyes shining with hope. Flash shook his head as he looked up at her.

"I'm sorry, Princess," he said, "but I don't know. I got left behind when they flew ahead of me, I wasn't fast enough."

Twilight sighed sadly.

"Figures…" she said, "Rainbow Dash can be really hard to keep up with."

"Yeah, she's the fastest flier in all of Equestria" said Pinkie.

"ah just hope she'n Fluttershy r' ok." Said Applejack.

The remaining ponies stood in silent worry for a moment when a call from above them caught their attention.

"Twilight!" they looked up to see Princess Celestia and Princess Luna coming to land in front of them.

"Twilight," Celestia repeated, "We heard news of a strange alicorn coming from the sky, what happened?"

"Princess Celestia!" said the lavender alicorn, "it was horrible! This red alicorn in armor came and kidnapped Fluttershy!"

"What would she want with Fluttershy?" asked Princess Luna.

"I don't know Princess," Twilight said, "but I'm worried, Princess. Who was that red alicorn?"

"I'm afraid I don't know who it was Twilight," said Princess Celestia, "but I know how we might find out."

Celestia walked past Twilight towards the entrance of the castle.

"Fallow me"

**So I'm thinking about also renaming this fic. Any suggestions? Also, I'd like suggestions on what a war cutie mark could look like and a cutie mark representing fear. **


	4. Chapter three, Discoveries and demons

**Discoveries and Demons**

The group was oddly quiet save fore the sound of hooves on stone as they walked down a long hall that was empty of any artwork on the walls. The walls were cream white with thin pillars in them that had a spiral design. Carvings lined the base of the walls and close to the ceilings, and though sunlight poured gently through the windows that they past the hallway had an old somewhat eerie feeling to it.

"Where are we going?" asked Pinkie Pie to break the silence.

"To a more hidden part of the castle." Answered Celestia.

"Hidden?" said Twilight, "why is it hidden, Princess?"

"So that the old knowledge inside doesn't fall into the hooves of any random pony." Said Celestia.

"Ooooh," said Pinkie, bouncing in front of the princess to get her attention, "so like, we're going to this super secret place to find this super secret knowledge to help us find the super secret alicorn that took Fluttershy to her super secret hideout?"

"Basically, yes" said Celestia, barely sparing the Pink earth pony a glance as they walked on.

"But hasn't anypony discovered it before?" asked Shining Armor.

"There is an illusion spell cast over it so that it may go unnoticed by any passersby," said Princess Luna, "to them, it's just another wall."

"Very clever…" commented Shining.

"What kind of knowledge would need to be kept under such security?" asked Cadence, "and why haven't Twilight and I heard of this sooner?"

The group of ponies turned a corner and the Princesses slowed to a stop. The Sun Princess turned her attention to the wall on her left and her horn glowed in a sunray golden aura. A large spot on the wall shimmered and distorted for a moment before fading away to reveal a regular looking wooden door with a round, bronze door knob. The doorknob was surrounded for a moment in Celestia's magic as she opened the door that swung inward. She went in first fallowed by Luna, Cadence, Twilight, Shining, Pinkie, Applejack, Rarity and Flash. As the door closed behind the guard Pegasus it shimmered again and the illusion resumed.

Inside, the ponies save for the moon and sun princesses, gasped at the vast library that was inside. It looked as big as the Crystal Empire's library.

"The books and scrolls here were written long before the three pony tribes came together in Equestria." Said Princess Celestia.

"There are many spells here that are actually illegal in Equestria." Mentioned Princess Luna.

"Why are they illegal?" asked Applejack,

"Because they are meant for war, execution, torture and others are dark magic." Celestia said bluntly.

A shocked look appeared momentarily on the faces of the other ponies.

"There is also much titled about the ancient history of the pony tribes before Equestrian times." Said Luna, "however, for reasons we do not know their pages are mostly blank, as though they have been magically erased."

"why were they erased, Princess?' asked Twilight.

"I'm afraid we don't know Twilight." Celestia replied solemnly.

"Now hang on a minute here," said Applejack, "if their pages are all blank, what're we all here for? What are we supposed to learn from a bunch o' blank pages?"

Celestia's horn glowed as she walked forward in between two high bookshelves. From high above them she pulled out a dusty brown book. She brought it down to them and walked over to a small round wooden table, gesturing for them to come nearer. The ponies crowded around the table as Celestia opened the book, skipping several pages. She came to a page that had a picture of Princess Luna in the corner and underneath were the words: **Princess Luna, Former Element of Generosity.**

"My goodness," said Rarity, "Princess Luna, you were the Element of Generosity?"

The lunar princess nodded.

"Yes, I was."

"This picture appeared shortly after Luna returned from the moon as Nightmare Moon." Said Princess Celestia, "before her return my own picture was the only one in it."

Her horn glowed as she flipped back a few pages to her own picture. Underneath were the words:** Princess Celestia, Former Element of Magic.**

"Princess, you were the Element of Magic?" asked Twilight, looking up at her mentor.

"Yes Twilight," the Sun Princess replied, "I was once the wielder of the Element of Magic."

"Why didn't you tell me?" the lavender alicorn asked.

"What about the other wielders, Princess?" asked Shining Armor, his words drew all eyes to him, shock on the faces of all other ponies. The thought of other wielders of the past had never occurred to them. The ponies turned their heads to the two oldest alicorn, expecting an answer. Celestia sighed sadly.

"Unfortunately, I do not know." She said.

"What?" said Twilight, "how could you not know who it was Princess Celestia?"

"There is a large gap in both of our memories," said Luna, "there is much we do not remember about our own past."

Celestia turned the pages to a picture of Discord, underneath the words were blurred as well as the words on the rest of the page.

"this picture appeared after the return of Discord, before he was reformed," said the Sun Princess. "we later had Fluttershy reform him because we wanted to find out more about our mysterious past."

"we had hoped to learn more from him,' said Princess Luna, "unfortunately, he too does not remember."

"or he does but he's lyin' bout it." Commented Applejack. Princess Celestia shook her head.

"No, he allowed us to cast a spell so that we may gaze at his memories. He does not remember." She said before returning to the first page of the book and beginning to flip them one by one slowly. "perhaps this strange book can tell us about who this alicorn is."

The noise of chattering foals filled the air as Ms. Cheerylee came to stand in front of her desk.

"All right children," she said, getting their attention, "it's almost time to go home. But first, would anypony like to share what they did this weekend?"

All hooves in the classroom were raised. Cheerylee examined the class and pointed her hoof to one.

"Applebloom, what did you do this weekend?"

"I got this letter from mah cousin in Apploosa," she said, "it was talking all about these scary monsters that attacked the town and set the whole orchard on fire!"

The class gasped and another Featherweight spoke up.

"I heard from my big brother that monsters attacked Cloudsdale too!"

"I heard they attacked these ponies that were traveling on hoof to Manehatten!"

Suddenly there was an uproar as the foals all excitedly told about the rumors they had heard, shouting over one another.

"QUIET!" shouted the teacher, silencing the foals, "class dismissed."

The foals all left their seats and exited the classroom. As they headed towards Sweet Apple Acres, Diamond Tiara and Silver Spoon caught up to the CMC.

"Hey Applebloom," said Diamond.

"What do you want Diamond Tiara?" Applebloom replied.

"Aren't you scared?" asked Diamond.

"Scared of what?" said Applebloom.

"Of the monsters silly, they do like to attack farms, after all."

Applebloom stopped for a moment to consider the pink earth pony's words, but shook her head and walked on.

"aw, they won't come after my farm." Said Applebloom "There's nothin' interestin' fer'em there."

"I wouldn't be so sure about that," said Diamond "there wasn't anything interesting on the other farms either."

"Buzz off Diamond Tiara!" Snapped Scootaloo, getting into her face with a scowl.

"Yeah, leave us alone." Said Sweetiebelle. Diamond Tiara and Silver Spoon frowned as they stopped fallowing them.

"Whatever…" said Diamond, then she called after them, "don't say we didn't warn you!"

"You're the only one that talked." pointed out Sweetie.

The CMC continued on there way to Sweet Apple Acres, walking in silence. After a while they reached the orchard, heading straight for the tree house. The three fillies were chatting happily as they trotted to the tree house, talking about how they'd try to get their cutie marks today.

"I think we should try something a little more simple today," said Applebloom.

"Like what, Applebloom?" asked Sweetie.

"How about we help Big Macintosh fix the barn roof?" Applebloom suggested, it's was leaking a bit the other day when it was rainin."

"That sounds boring," said Scootaloo, "why don't we try sword fighting?"

"Nah, that sounds a little dangerous." Said Applebloom.

"Don't worry; we'll be using fake swords, not real ones."

"Big fake swords or little fake swords?" asked Sweetie.

Applebloom suddenly noticed how quiet it was in the orchard, save for the chatting of her two friends. No birds sang, no sound of crickets, nothing.

"gee," said Applebloom, getting the attention of Scootaloo and Sweetiebelle, "it sure is awfully quiet today."

"Now that you mention it," said Scootaloo, "it is pretty quiet. Kinda creepy actually…"

Suddenly, they heard a scuffling from behind them and the spun around in fright. Applebloom gulped.

"m-maybe it was just a squirrel." She said, trying to hide her sudden nervousness.

"Yeah…" said Sweetie, "a squirrel."

Cheerylee was speaking to Big Macintosh in front of the barn. She was there to pick up some apples for her grandmother. Big Mac would have delivered them himself, but has awfully busy that day and she had wanted to make it easier on him.

"Thanks, Big Mac," the mare said as he passed the apples to her, "I'll see you around then?"

"eeyup." He replied simply. Suddenly Winona, who was lying next to him, sat up and growled, facing the apple orchard.

"What's the matter girl?" asked Cheerylee, concerned.

The fillies cantered towards the tree house. Applebloom felt odd, like somepony was watching her, fallowing her… they heard another scuffling from beside them and they broke out into a run. From the corner of her eyes, Applebloom could see the shadows of somepony running beside them, just a little more that five feet away.

Winona suddenly sprang up, barking and snarling as she ran into the orchard at full speed. Big Macintosh and Cheerylee stood there in puzzlement for a moment, until the screams of three fillies reached their ears.

"Applebloom!" Big Macintosh burst into a run towards the sound, Cheerylee hot on his heels.

Applebloom, Sweetiebelle and Scootaloo all huddled together against the wide trunk of an apple tree. Surrounding them were five black monsters with red eyes. They each had the same shape of a Pegasus colt, the size of foals. They had long black fangs protruding from their mouths and membranous wings. They snarled at the whimpering fillies, edging closer to them. The sound of barking in the distance made them turn their head as Winona came running through the trees, launching her self snarling at the nearest demon. But before she could touch it, the monster suddenly turned its head and clamped its fanged jaws around the dog's ribcage, swinging its head and flung her into the trunk of another tree.

Winona yelped as her back connected with the trunk and she hit the ground with a sickening thud.

**Well the part with the part with the CMC came out worse than I'd hoped but I'll do better in the next chapter hopefully. Review will make me update faster, so review, ok? Also, if you like Sgt. Frog and angst go read my one-shot, Destroyer of Worlds. **


	5. Chapter 4: Painted

**FINALLY! A third review! Thank you Panic Protocol, I will try and un-mary sue my oc alicorn and do better grammar. :) please enjoy chapter four of what has been renamed Collection of Memories: Forest Princess. **

Chapter Four: Painted

A bald eagle glided gracefully far above the apple farm looking down at the orchard for a tasty mouse. With his superior eyesight he scanned the trees, searching carefully when the sound of shrill screeches reached his ears. He turned his attention to his left to see what it was. Three fillies were running through the apple forest below, being chased by weird identical black pegasi.

_Why don't they just fly? _Thought the eagle as the fillies attempted to hide behind a tree. Unfortunately, the pegasi surrounded them and they were cornered. The eagle heard a barking in the distance as a brown and white dog came bounding in.

_Isn't that Angel's friend Winona? _He thought, circling around slightly to keep them in sight. The bird of prey watched as the small dog launched herself at the closest Pegasus, snarling viciously.

_On no…_ the Pegasus caught her in its teeth and threw her into a tree trunk and she yelped before hitting the ground and becoming still.

_I have to tell Angel…_thought the eagle, turning to go to Fluttershy's cabin; _I owe it to him and Fluttershy for saving my life…_

His thundering hooves hit the ground hard as they propelled him closer to his sister and her friends. He weaved his way through the trees with ease, the teacher not far behind. Determination mixed with fear in the expression of their faces, fear for the girls and their well beings, determination to see them safe. A loud yelp reached their ears fallowed by a cry from Applebloom.

"No, Winona!"

Big Macintosh leaped the last short bound to where he heard the cry from Applebloom. The monstrous Pegusi turned around to face him just as Cheerylee came to stand beside him.

"Big Mac! Cheerylee!" Applebloom exclaimed, joy briefly flashed across her face only to be replaced with sorrow and fear. "Be careful, they hurt Winona!"

The red stallion glanced to the side to see the dog lying limp on the ground. Slight anger came into his eyes at the sight and he returned his attention to the beasts that were beginning to circle around him.

"girls, I want you to run to your tree house and hide there," ordered Cheerylee, "stay inside until Big Macintosh and I come to get you, ok?"

"But what about Winona?" asked Applebloom as one of the beasts stalked to the older mare's side.

"We'll take care of her," she reassured, eyeing the creature next to her cautiously, "now_ go!_"

The fillies broke into a run at their teacher's command, running to safety as it pounced at her and two others leaped at Applebloom's brother. Cheerylee spun around and brought up her hind hooves, kicking the monster square in the side. A look of pain crossed its features and black liquid spurt from its mouth as her hooves collided into its body. Big Mac reared up and brought down one hoof onto the left monster's head and shoved his elbow into the throat of the other just as another two attacked, but he easily bucked them away.

The last one seemed hesitant as it witnessed the farm colt take down its companions with such ease. Taking the opportunity, Cheerylee bucked it in the jaw sending it flying up slightly as black liquid spurt from its mouth, landing hard on its back. Cheerylee glanced around to confirm all were defeated. Dark pools began to form around the things, their coats looking slick as though they were wet and their bodies beginning to flatten. Cheerylee narrowed her eyes and took a step forward, then her eyes widened and she gasped.

"Th…they're melting…" she whispered, then turning to Big Mac she said, "Big Macintosh, they're melting!"

"Eeyup…" he said, disbelief in his green eyes. Taking a step forward he bent down a little to examine one of the bodies for himself. The strong scent of paint came from it and he stood straight in surprise. "It's paint."

"Paint?" she repeated, slight disbelief in her voice.

"Eeyup…" just then the red stallion remembered something of importance. He went over to where Winona lay and bent down his head to press his muzzle against the small dog's chest. He could feel a weak heartbeat, so he knew she was alive. Ever so gently he picked her up in his mouth by her scruff, careful not to her more.

"How is she?" asked Cheerylee.

"Alive." He said, voice muffled by fur as he walked in the direction of the tree house.

Angel was staring out the window, impatient for Fluttershy to get home. He had a gut feeling that something really wasn't right, and he didn't like it. He let out a heavy sigh, ears drooping slightly. The screech of an eagle caught his attention and he hopped off the couch, to the door and opened it just in time for an eagle to fly through.

"Angel!" the eagle said, coming to a landing and sliding across the ground to a stop.

"Storm Glider?" said Angel, "what are you doing here?"

"It's about your dog friend," the eagle replied, "she's hurt."

"What?" Angel said, surprise and worry coming onto his face, "how?"

"badly." The eagle replied, voice grim. A serious look appeared on his features and he quickly hopped away somewhere, returning quickly and holding a grey bag that said 'first aid kit'.

"Take me to her." he commanded, Storm spread his wings and allowed the white bunny to climb on before taking off into the air, flapping his powerful wings.

Celestia continued to flip through the pages while the others searched around the library for anything that might be of use. Somewhere near the back Twilight was flipping through a yellow book with orange letters titled '_Disguise Spells'_. Nearby, just a few feet away was Princess Luna, scanning the titles of books a row above her head. Suddenly Twilight gasped and her eyes shone brightly.

"Princess Luna!" she called over her shoulder, "take a look at this!"

The Princess of the Night walked over to the lavender alicorn and looked over her shoulder.

"it's called a Trade Spell," Twilight said, "it allows a unicorn to temporarily switch her horn for a pair of wings she can fly with!"

"Impressive," Luna commented, Twilight nodded.

"Is this a dark magic spell, Princess?"

"Doubtful," she said, "most likely a regular shape shifter spell."

"What kinda shape shifter spell?" Pinkie's voice came from above. The two alicorn's looked up to see Pinkie's head poking out from the other side of the bookshelf about six rows up.

"Pinkie, get down from there!" Twilight commanded. The pink earth pony wiggled out and jumped down, landing on all fours beside them. "and what do you mean, what kind of shape shifter spell? Aren't they all the same."

Pinkie Pie shook her head.

"Oh no, Twilight." She said, "Different kinds of shape shifter's have different shape shifting abilities. Like some can turn into animals while other's, like changelings or Kludde's can transform into ponies and lure you to let down your guard before they gobble you up!"

Pinkie rose up her fore hooves dramatically for emphasis, making movements like clawing at the air. Princess Luna nodded in confirmation.

"I am rather surprised you did not know this already, Twilight Sparkle," the lunar princess commented casually. This struck a nerve in Twilight, as she believed she should have known this.

"wh… I-I…" Twilight stammered, unsure of how to respond and her face in shock. Then Luna smiled in amusement, a slight twinkle in her eye.

"Just kidding," Luna said slight humor in her voice.

"Huh?" was Twilight's response.

"It is no real surprise to me that you did not acquire such knowledge because it has been kept secret all this time." Luna reminded her.

"oh… right." Twilight said, smiling sheepishly. Then Pinkie laughed loudly.

"HAH! Twilight, you should have seen your face!"

Meanwhile on the other side of the library, still in the back, Rarity walked down between two tall book cases, lip raised slightly in disgust at all the dust that lay on the shelves. _Somepony simply __**must**__ dust these shelves._ She thought. A faded blue book titled '_Combining Art and Dark Magic Without Flaw' _in lavender lettering caught her eye, just a row above her head.

The unicorn's horn lit up in a light blue aura and surrounded the book in her magic. She brought it down to eye level and opened it to a random page. She blew off a bit of the dust before reading the page.

_When done properly, the dark magic imbued to the painting not only brings it to life but gives it the ability to absorb the life force of victims. Once it returns to you, you can absorb the life force from the living painting and add it to your own magic to do as you please with it._

"My word!" Rarity commented, "How horrible!"

In the top left corner of the page was a picture of a black, pony like being with no particular features besides red, glowing eyes without any pupils or white in them. Rarity closed the book and returned it to it's place on the dusty shelf. Just then, from the corner of her eye, the fashionista noticed some large black spots on the ground. She turned her head to see a trail of large hoofprints leading down the isle and turning the corner.

"What's this?" she walked closer and bent down to get a closer look, "it looks like paint…"

The white unicorn fallowed the trail of painted hoofprints, turning the corner right and walking down a path between isles. She passed an isle where Applejack was sorting through a pile of books. The earth pony looked up in time to notice her walking by and looking down at something.

"Rarity?" AJ said, "where ya goin?"

Abandoning the books she got up to fallow her friend. She caught up quickly and noticed the hoofprints Rarity was fallowing.

"Now where did these come from?" AJ asked.

"That's what we're going to find out." Replied Rarity.

The two mares took a sharp turn to the left and came to the end of the trail. Looking in front of them they saw a large black area in the brick wall painted in the shape of a doorway that was high enough to be a foot or two above Princess Celestia's head. Some of the paint had dripped leaked onto the ground, leaving small streaks on the ground that were a few inches long.

They stood there for a moment, staring at it until Rarity spoke with disdain.

"What an ugly painting!"

"Wonder why it's like that?" asked AJ.

"Heaven, knows, Applejack," said Rarity, "I think we should ask the princesses about this… thing."

The orange mare nodded in agreement and the two turned to find Princess Celestia.

The warm summer air carried the scent of leaves and fresh bread through the windows of the castle, whose floor and walls seemed entirely made of woven wood. Fluttershy fallowed the young buck only a few steps behind, hiding somewhat behind her mane. The prince looked over his shoulder at the yellow mare, who looked down shyly.

"No need to be shy, I won't bite. I promise." He reassured her kindly. She gave him a tiny smile. The prince stopped at two, tall doors that had a leaf sticking out at the bottom of both handles and on the top edge of the doors was akebia vine plant dotted with each color of the flower it grew and at the corner near the wall was a single fruit of it on both sides. The vine was woven gracefully between the branches that were much like the rest of the castle she'd seen.

To her surprise, Green Leaf's stubby antlers lit up in a leaf green glow, the same glow surrounding the handles and pushing open the big woven doors. Fluttershy fallowed the buck in as he announced them.

"Auntie, cousin, sister," he said, "we're here."

As Fluttershy poked her head out from behind him she saw three figures, a pure white doe with rose quarts colored eyes and big antlers (odd considering she was a _do_), a unicorn mare with bright, brilliant sea green eyes, a white coat with a green tint that was only noticeable to a keen eye, light, bright green mane and tail. The last figure was tall armored in bronze, red coated with green eyes and… she was the kidnapper alicorn.

**Here is another chapter for those of you who read this! PLEASE REVIEW! :) review to show you liked what you read, or criticize what I could have done better.**


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